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Exhibit 10.17
Xxxxxx Xxxxxxxx Xxxxx
Xxxxxxxxx X0
XX-0000 Xxxxxxxxx
Xxxxxxxxxxx
To: Reynard Motorsport Limited
Reynard Centre
Xxxxxxx Xxxx
Xxxxxxxx
Xxxx XX0 0XX 31 March 1999
Dear Sirs,
This letter sets out the terms and conditions on which I have since 1 October
1998 been prepared to offer to you a cash advance facility (`the Facility') in
pounds sterling only:
1 INTERPRETATION
1.1 In this letter:
`ADVANCE' means each advance made or to be made by me to you under this
Facility Letter
`FACILITY LETTER' means the agreement constituted by this letter and
your acceptance
2 AMOUNT
The maximum amount at any time outstanding under the Facility shall not exceed
(pound)6,000,000.
3 ADVANCES AND REPAYMENT
The terms of this Facility Letter shall govern all and any Advances I may make
to you at my discretion and at your request which Advances shall in any event be
repayable on demand. You may repay such Advances in whole or part at any time or
times before demand but subject to prior payment in full of all accrued
interest, whether due or not, to the date of repayment.
4 INTEREST
Interest shall be charged on each Advance at an annual rate of 2.5% over
National Westminster Bank base rate from time to time. It shall be calculated
and accrue on a daily basis, in arrears, and be payable on 1st October in each
year in the United kingdom to a UK clearing bank account to be nominated by me
from time to time.
5 REPRESENTATIONS AND WARRANTIES
5.1 You represent and warrant to me that:
5.1.1 you have full power to enter into and perform your obligations under
this Facility Letter (which has been duly accepted by you) and to
borrow and repay up to the maximum amount of the Facility and have
obtained and will maintain in effect all necessary corporate
authorisations and all other necessary consents, licences and
authorities;
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5.1.2 acceptance of this Facility Letter, the drawing of any part of the
Facility do not and will not constitute an event of default under or
breach of any existing law or regulation or your memorandum and
articles of association or any limitation on the powers of your
directors or of the terms of any charge, contract, undertaking or
restrictions binding on you;
5.1.3 no event has occurred which constitutes (or with the giving of notice
or lapse of time or both would constitute) one of the events of default
specified in clause 6 below;
5.1.4 you are not in default under any agreement to which you are a party
which would have a material adverse effect on your business or
financial condition; and
5.1.5 no litigation, arbitration or proceeding is taking place, pending, or,
to your knowledge, threatened against you or any of your assets which
may have a material adverse effect on your business, assets or
financial condition.
5.2 Each of your representations and warranties shall be continuing and
deemed to be repeated on the making of any request for an Advance.
6 EVENTS OF DEFAULT
6.1 If:
6.1.1 default is made in the payment on the due date of any amount payable
under the Facility;
6.1.2 you are in breach of any other of your obligations under the Facility
for more than 10 days after written notice from me to you requiring
such breach to be remedied;
6.1.3 you admit in writing your inability to pay or shall become unable to
pay your debts generally as they fall due, or become bankrupt or
insolvent, or file any petition or action for relief under any
bankruptcy, reorganisation, insolvency or moratorium law;
6.1.4 an application is made for an administration order to be made in
respect of you;
6.1.5 proceedings are started for your winding-up, dissolution, or
reorganisation (otherwise than while solvent and on terms previously
approved in writing by me) or for the appointment of a receiver,
trustee or similar officer of any or all of your revenues and assets;
6.1.6 a distress or other execution is levied on or against any substantial
part of your property and is not discharged within 10 days;
6.1.7 you suspend or threaten to suspend your operations or, except in the
ordinary course of business, sell, lease, transfer or otherwise dispose
of all or any substantial part of your assets (whether by a single
transaction or by a series) or all or any part of your assets are
seized or appropriated by or on behalf of any governmental or other
authority or are compulsorily acquired;
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6.1.8 any of your indebtedness is not paid on its due date or becomes due
prior to its stated maturity or any guarantee given by you is not
honoured when due or called upon;
6.1.9 any governmental or other consent or exemption required to enable you
to perform your obligations under this Facility Letter is withdrawn or
modified or it becomes for any reason unlawful for you to perform any
of those obligations;
6.1.10 any representation or warranty made by you to me in or pursuant to this
Facility Letter shall prove to have been incorrect in any material
respect when made (or deemed made) or, if repeated at any time
hereafter by reference to the facts subsisting at such time, would no
longer be true and correct in all material respects; or
I shall immediately be entitled to declare that the Facility is cancelled,
whereupon no further Advances may be drawn and I shall be deemed to have made
demand for repayment of all Advances together with all interest and other moneys
due under this Facility Letter, whereupon the same shall become immediately due
and payable without presentment, further demand, protest or any other notice
whatever.
6.2 You will notify me forthwith in writing of the occurrence of any of the
events specified in this clause 6.
7 FEES AND EXPENSES
You shall reimburse me on demand for any costs or expenses (including but not
limited to legal fees) incurred by me in the preparation, execution,
administration and enforcement of this Facility Letter.
8 LAW AND JURISDICTION
This Facility Letter shall be governed by and construed in accordance with
English law.
Yours faithfully
/s/ Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Accepted, for and on behalf of Reynard Motorsport Limited, on 31 March 1999
/s/ Xxxx Xxxxxxxxx Chief Executive Officer
